Page 54 - FOL2023

NUL Alumni

CORPORATE GOVERNANCE AND

COMPLIANCE: ROLE OF COMPANY

SECRETARY

Adv. Harriet Owusuwaa-Brown

orporate governance is the system of rules, practices, policies and procedures
that direct and control an organisation and its behaviour. It usually refers to the
Cframework and the relationships that define corporate performance and direction.

Effective corporate governance nurtures a culture of integrity thereby, aligning the interests
of management with those of key stakeholders, an organisation practicing good corporate
governance will set itself apart from competitors.1 Compliance on the other hand, is
“the set of internal processes used by firms to adapt behaviour to applicable norms.”2
Corporate governance and compliance work in tandem to ensure an organisation stays
within the regulatory framework of the law. In recent years, there has been increasing
focus on corporate governance and, with it, the role of the company secretary has grown
in importance. As such, the company secretary is seen as the guardian of the company’s
proper compliance with both the law and best practice. The importance of the role of the
company secretary was stressed in The Cadbury Report (1993) thus:

‘‘The company secretary has a key role to on how these responsibilities should be
play in ensuring that board procedures are discharged...’’
both followed and regularly reviewed. The Organisations that would be successful
chairman and the board will look to the are those that place importance on the role
company secretary for guidance on what played by a company secretary and provide
their responsibilities are under the rules and an enabling environment for the company
regulations to which they are subject and secretary to play its role.

1 See https://www.careersinaudit.com/article/the-importance-of-corporate-governance-in-an-organisation/ accessed on 4/01/22
2 See GEOFFREY P.MILLER,THE LAW OF GOVERNANCE,RISK MANAGEMENT, AND COMPLIANCE
3 (2014) (defining compliance as “the processes by which an organization seeks to ensure that
employees and other constituents conform to applicable norms—which can include either the
requirements of laws or regulations or the internal rules of the organization”) cited from Sean J. Griffith, Corporate Governance in an Era of Compliance https://papers.
ssrn.com/sol3/papers.cfm?abstract_id=2766661# accessed on 4/01/22

56 FOL Quarterly Issue 2022